UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                  Act of 1934
                 For the quarterly period ended August 31, 1999
                                       OR
                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from   to
                         Commission file number 0-19603

                            Centennial Cellular Corp.
             (Exact name of registrant as specified in its charter)

         Delaware                                            06-1242753
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                               1305 Campus Parkway
                                Neptune, NJ 07753
          (Address of principal executive offices, including zip code)
                                 (732) 919-1000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

        YES [X]                                     NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Class A Common 31,200,961 outstanding shares as of  October 8, 1999
<PAGE>


                                              PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                             August 31,
                                                                                                1999             May 31,
                                                                                             (Unaudited)           1999
                                                                                           ----------------    -------------



                                                                                         <C>                 <C>
<S>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                                             $       48,212   $       51,141
      Restricted investments                                                                        39,261           39,480
      Accounts receivable, less allowance for doubtful
          accounts of $4,185 and $3,763, respectively                                               48,879           46,326
      Inventory - phones and accessories, less allowance for
           obsolescence of $1,002 and $1,315, respectively                                           7,987            7,631
      Prepaid expenses and other current assets                                                      1,701              737
                                                                                             -------------    -------------
        TOTAL CURRENT ASSETS                                                                       146,040          145,315

PROPERTY, PLANT AND EQUIPMENT - net                                                                316,692          300,120

RESTRICTED INVESTMENTS, long-term                                                                        -           19,038

EQUITY INVESTMENTS IN WIRELESS SYSTEMS - net                                                        76,144           75,723

DEBT ISSUANCE COSTS, less accumulated amortization of
       $4,654 and $2,905, respectively                                                              56,731           58,307

CELLULAR TELEPHONE LICENSES, less accumulated
      amortization of $300,153 and $298,725, respectively                                          201,171          202,599

PERSONAL COMMUNICATIONS SERVICES LICENSE, less accumulated
      amortization of $4,285 and $3,893, respectively                                               58,474           58,866

GOODWILL, less accumulated amortization of $31,390
      and $30,430, respectively                                                                    119,798          119,172

OTHER ASSETS - net                                                                                   9,399            7,141
                                                                                             -------------    -------------
        TOTAL                                                                               $      984,449   $      986,281
                                                                                             =============    =============

</TABLE>


            See notes to condensed consolidated financial statements

                                        1
<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                           August 31,
                                                                                              1999              May 31,
                                                                                          (Unaudited)             1999
                                                                                        -----------------    ---------------

<S>                                                                                   <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
       Current portion of long term debt                                              $            4,500   $          4,500
       Accounts payable                                                                           24,279             22,968
       Accrued expenses and other current liabilities                                             76,412            102,371
       Payable to affiliates                                                                         125                125
                                                                                        -----------------    ---------------

            TOTAL CURRENT LIABILITIES                                                            105,316            129,964

LONG-TERM DEBT                                                                                 1,474,902          1,459,295

COMMON STOCKHOLDERS' EQUITY (DEFICIT):
       Common stock par value $.01 per share:
            Class A, 1 vote per share, 50,000,000 shares authorized
             issued, 31,224,462 shares;and outstanding 31,200,961 shares,                            312                312
       Common stock issuable                                                                       1,530                  -
       Additional paid-in capital                                                                419,374            419,374
       Accumulated deficit                                                                    (1,015,908)        (1,021,587)
                                                                                        -----------------    ---------------
                                                                                                (594,692)          (601,901)
       Less:  Cost of 23,501 Class A common shares in treasury                                    (1,077)            (1,077)
                                                                                        -----------------    ---------------

            TOTAL COMMON STOCKHOLDERS' EQUITY (DEFICIT)                                         (595,769)          (602,978)
                                                                                        -----------------    ---------------

                       TOTAL                                                          $          984,449   $        986,281
                                                                                        =================    ===============



</TABLE>

            See notes to condensed consolidated financial statements

                                        2
<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                                    Three Months Ended
                                                                                        --------------------------------------------
                                                                                           August 31,                August 31,
                                                                                              1999                      1998
                                                                                        ------------------       -------------------
<S>                                                                                     <C>                    <C>
REVENUE:
      Service revenue                                                                   $         112,955      $             76,191
      Equipment sales                                                                               4,317                     1,255
                                                                                        -----------------       -------------------
                                                                                                  117,272                    77,446
                                                                                        -----------------       -------------------
COSTS AND EXPENSES:
      Cost of equipment sold                                                                        7,599                     4,533
      Cost of services                                                                             15,705                    10,382
      Sales and marketing                                                                          17,774                    11,031
      General and administrative                                                                   18,268                    12,865
      Depreciation and amortization                                                                18,984                    31,804
                                                                                        -----------------        ------------------
                                                                                                   78,330                    70,615
                                                                                        -----------------        ------------------
OPERATING INCOME                                                                                   38,942                     6,831

INCOME FROM EQUITY INVESTMENTS                                                                      3,484                     3,649
(LOSS) GAIN ON DISPOSITION OF ASSETS                                                                   (2)                    9,556
INTEREST EXPENSE -  NET                                                                           (35,934)                  (11,131)
                                                                                       ------------------        ------------------
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST                                              6,490                     8,905


INCOME TAX  EXPENSE                                                                                  (856)                   (3,008)

INCOME BEFORE MINORITY INTEREST                                                                     5,634                     5,897

MINORITY INTEREST IN LOSS (INCOME) OF SUBSIDIARIES                                                     45                      (242)
                                                                                        ------------------       ------------------

      NET INCOME                                                                      $             5,679      $              5,655
                                                                                        ==================       ==================

DIVIDEND REQUIREMENT ON PREFERRED STOCK                                               $                 -      $             (4,113)
                                                                                        ==================       ==================

INCOME APPLICABLE TO COMMON SHARES                                                    $             5,679      $              1,542
                                                                                        ==================       ==================

EARNINGS PER COMMON SHARE - BASIC AND DILUTED                                         $              0.18      $               0.03
                                                                                        ==================       ==================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING DURING THE PERIOD:
          BASIC                                                                                    31,213                    55,799
                                                                                        ==================       ==================
          DILUTED                                                                                  32,334                    57,782
                                                                                        ==================       ==================
</TABLE>


            See notes to condensed consolidated financial statements

                                        3
<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                Common Stock                    Additional
                                 ---------------------------------------
                                        Class A            Class B       Common   Paid-In Treasury  Deferred    Accumu-
                                 --------------------  -----------------  Stock                      Compen-     lated
                                   Shares    Dollars     Shares  Dollars Issuable Capital   Stock    sation     Deficit     Total
                                 ----------- -------  ---------- ------- ------- -------- --------- --------- ----------- ----------
<S>                               <C>         <C>     <C>           <C>   <C>    <C>      <C>       <C>        <C>          <C>
Balance at June 1, 1998           50,150,049  $501    10,544,113    $105  $    - $357,684 $(30,614) $(3,029)  $(284,238)    $40,409

Common stock issued in
   connection with incentive plans 1,403,823    14             -       -       -    4,880        -        -           -       4,894

Common stock issued in
   connection with employee           48,880     -             -       -       -      257        -        -           -         257
   stock purchase plan

Deferred compensation
   Employment agreement               50,003     1             -       -       -      749        -     (750)          -           -

Recapitalization:

   Repurchase of the class A & B
      common stock               (44,447,328) (444)  (10,544,113)   (105)      - (340,336)       -     2,573    (692,002)(1,030,314)

   Retirement of treasury stock   (4,896,627)  (49)            -       -       -        -   30,614         -     (30,565)         -

   Recapitalization costs                  -     -             -       -       -  (16,165)       -         -      65,385     49,220

   Capital contributions          28,915,662   289             -       -       -  422,211        -         -           -    422,500

Preferred stock dividends                  -     -             -       -       -   (9,906)       -         -           -     (9,906)

Treasury stock purchases                   -     -             -       -       -        -   (1,077)        -           -     (1,077)

Amortization of deferred                   -     -             -       -       -        -        -     1,206           -      1,206
      compensation

Net loss                                   -     -             -       -       -        -        -         -     (80,167)   (80,167)
                               ------------- ------   ----------  ------- ------  -------  --------    ------   ---------  ---------

Balance at May 31, 1999           31,224,462   312             -       -       -  419,374   (1,077)        -  (1,021,587)  (602,978)

Common stock issuable                      -     -             -       -   1,530        -        -         -           -      1,530

Net income                                 -     -             -       -       -        -        -         -       5,679      5,679
                               ------------- ------   ----------  ------- ------  -------  --------    ------  ----------   --------

Balance at August 31, 1999
      (unaudited)                 31,224,462 $ 312             -  $    - $ 1,530 $419,374  $(1,077)    $   - $(1,015,908) $(595,769)
                               ============= ======   ==========  ======= ====== ========  ========    ======  ==========   ========

</TABLE>

            See notes to condensed consolidated financial statements

                                        4
<PAGE>






                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                    Three Months Ended
                                                                                           -------------------------------------
                                                                                             August 31,            August 31,
                                                                                                1999                  1998
                                                                                           ---------------        --------------
     <S>                                                                                 <C>                   <C>
      OPERATING ACTIVITIES:

          Cash received from subscribers and others                                      $       123,549       $        83,306
          Cash paid to suppliers, employees and
              governmental agencies                                                              (70,526)              (48,808)
          Interest paid                                                                          (59,307)               (2,954)
                                                                                           ---------------        --------------

              NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                 (6,284)               31,544
                                                                                           ---------------        --------------

      INVESTING ACTIVITIES:

          Proceeds from disposition of assets                                                          3                     -
          Capital expenditures                                                                   (32,385)              (20,354)
          Acquisition of other assets                                                                  -                (2,200)
          Disposition of equity investment                                                             -                13,500
          Acquisition, net of cash acquired                                                       (1,968)                    -
          Distributions received from equity investments                                           2,835                 3,675
          Proceeds from maturity of restricted securities                                         19,998                     -
                                                                                           ---------------        --------------

              NET CASH USED IN INVESTING ACTIVITIES                                              (11,517)               (5,379)
                                                                                           ---------------        --------------

      FINANCING ACTIVITIES:

          Proceeds from the issuance of long-term debt                                            16,170                     -
          Repayment of long-term debt                                                             (1,125)              (10,000)
          Debt issuance costs paid                                                                  (173)                    -
          Proceeds from issuance of class A common stock                                               -                    10
          Recapitalization costs paid                                                                  -                (1,410)
                                                                                           ---------------        --------------


              NET CASH PROVIDED BY(USED IN) FINANCING ACTIVITIES                                  14,872               (11,400)
                                                                                           ---------------        --------------

      NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (2,929)               14,765

      CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              51,141                14,620
                                                                                           ---------------        --------------

      CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $        48,212         $      29,385
                                                                                           ===============        ==============


</TABLE>


            See notes to condensed consolidated financial statements

                                        5
<PAGE>


                                  CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (CONTINUED)
                                                 (Unaudited)
                                            (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                               --------------------------------------
                                                                                 August 31,            August 31,
                                                                                    1999                  1998
                                                                               ---------------       ----------------
<S>                                                                          <C>                  <C>
RECONCILIATION OF NET INCOME TO NET CASH
       (USED IN)PROVIDED BY OPERATING ACTIVITIES:

       Net income                                                            $         5,679      $           5,655
                                                                               --------------        ---------------
Adjustments to reconcile net income to net cash
      (used in) provided by operating activities:

       Depreciation and amortization                                                  18,984                 31,804
       Minority interest in (loss) income of subsidiaries                                (45)                   242
       Deferred income taxes                                                            (320)                 3,008
       Equity in undistributed earnings of investee companies                         (3,484)                (3,649)
       Loss (Gain) on disposition of assets                                                2                 (9,556)
       Other                                                                           1,748                    746
       Change in assets and liabilities net of effects of
          acquisitions:
              Accounts receivable - (increase)                                        (3,075)                (5,672)
              Prepaid expenses and other current assets -
                 (increase)                                                           (1,431)                (3,488)
              Accounts payable, accrued expenses and
                 other current liabilities- (decrease) increase                      (24,474)                11,806
              Customer deposits and prepayments -
                 increase                                                                132                    648
                                                                               ---------------       ----------------

       Total adjustments                                                             (11,963)                25,889
                                                                               ---------------       ----------------

Net cash (used in) provided by operating activities                          $        (6,284)      $         31,544
                                                                               ===============       ================


</TABLE>








            See notes to condensed consolidated financial statements




                                        6

<PAGE>














                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                 (Dollar amounts in thousands except share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial position of Centennial Cellular Corp. and Subsidiaries (the "Company")
as of August 31, 1999 and the results of its  consolidated  operations  and cash
flows for the three  months  ended  August 31,  1999 and 1998.  These  financial
statements  do not  include  all  disclosures  required  by  generally  accepted
accounting  principles.  The statements  should be read in conjunction  with the
consolidated  financial  statements and notes thereto  included in the Company's
May 31, 1999 Annual Report on Form 10-K, which includes a summary of significant
accounting policies and other disclosures. The consolidated balance sheet at May
31, 1999 is audited.

Reclassifications

Certain prior period balances have been reclassified to conform with the current
period presentation.

Stock Split

On  January  13,  1999,  outstanding  shares of class A common  stock were split
three-for-one. All class A common share and per share amounts have been restated
to reflect the split.

Note 2. Long-Term Debt

The Company and its  subsidiaries  had the following debt  outstanding at August
31, 1999 and May 31,1999:
<TABLE>
<CAPTION>

                                                                August 31,             May 31,
                                                                  1999                   1999
                                                              ------------            -----------
<S>                                                          <C>                      <C>
Centennial 8 7/8% Senior Notes due 2001..............        $       1,388            $    1,388
Centennial 10 1/8% Senior Notes due 2005.............                  219                   219
Term Loans...........................................              896,625               897,750
Revolving Credit Facility............................               46,100                36,000
Subordinated Notes due 2009 (Mezzanine Debt).........              165,070               158,438
Centennial 10 3/4%Senior Subordinated Notes due 2008.              370,000               370,000
                                                                ----------              --------
Total Long Term Debt.................................           $1,479,402            $1,463,795
Current Portion of Term Loan                                        (4,500)               (4,500)
                                                                ----------              --------
Net Long Term Debt                                              $1,474,902            $1,459,295
                                                                ==========              ========
</TABLE>
                                       7
<PAGE>

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at August 31, 1999 are summarized as follows:

         August 31, 2000                                     $       4,500
         August 31, 2001                                             4,500
         August 31, 2002                                            39,638
         August 31, 2003                                            66,375
         August 31, 2004                                            88,875
         August 31, 2005 and thereafter                          1,275,514
                                                             -------------
                                                             $   1,479,402
                                                             =============

The Company was in  compliance  with all  covenants of their debt  agreements at
August 31, 1999. Interest expense, as reflected on the financial  statements has
been partially  offset by interest  income.  The gross interest  expense for the
three  months  ended  August  31,  1999  and  1998  were  $37,560  and  $11,479,
respectively.

Note 3.  Commitments and Contingencies

The  Company  acquired  Integrated  Systems,  Inc.  and  Spiderlink  Puerto Rico
Internet  Services in August 1999.  In  connection  with such  acquisition,  the
Company will issue 40,000  shares of its class A common  stock.  Such shares are
included in Common stock issuable in the Company's  Consolidated  Balance Sheet.
An  additional  40,000  shares  are  issuable  upon the  resolution  of  certain
contingencies.

Note 4.  Segment Information

The Company  adopted SFAS No. 131  "Disclosures  about Segments of an Enterprise
and  Related  Information"  during  fiscal  1999.  The  Company's   consolidated
financial statements include two distinct business segments: Domestic and Puerto
Rico.  The Company  determines its segments  based on geographic  location.  The
Company  measures the  operating  performance  of each segment  based on EBITDA.
EBITDA is defined as earnings  before income from minority  cellular  investment
interests,  allocations  to minority  interests  in  consolidated  subsidiaries,
interest expense,  interest income, income taxes, depreciation and amortization,
gain on sale of assets and other non-recurring charges.

                                       8
<PAGE>

Information about the Company's  operations in its two business segments for the
three months ended August 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                        Domestic         Puerto Rico        Eliminations              Consolidated
                                                    ----------------- ------------------ -------------------- ----- ----------------

<S>                                                       <C>                <C>               <C>                        <C>
Three months ended August 31, 1999
---------------------------------------------------
Total revenues                                            $72,519            $44,753           $        -                 $117,272
EBITDA                                                     38,750             19,176                    -                   57,926
Total assets                                              830,275            269,147             (114,973)  (a)            984,449
Capital expenditures                                       10,685             21,700                    -                   32,385


Three months ended August 31, 1998
---------------------------------------------------
Total revenues                                            $53,902           $ 23,544           $        -                 $ 77,446
EBITDA                                                     29,112              9,523                    -                   38,635
Total assets                                              724,804            219,134              (93,182)  (a)            850,756
Capital expenditures                                        8,204             12,150                    -                   20,354

(a)      Elimination of intercompany investments

</TABLE>


Reconciliation of Income before Income Tax Expense and Minority Interest
<TABLE>
<CAPTION>

                                                                Three months ended August 31,
                                                                   1999             1998
                                                               -------------- -----------------
<S>                                                                 <C>                <C>
EBITDA for reportable segments                                      $ 57,926           $38,635
Interest Expense (net)                                               (35,934)          (11,131)
Depreciation and Amortization                                        (18,984)          (31,804)
Income from Equity Investments                                         3,484             3,649
(Loss) Gain on disposition of assets                                      (2)            9,556
                                                               -------------- -----------------
Income before Income Tax Expense and Minority Interest                $6,490           $ 8,905
                                                                     ========         =========


</TABLE>

<PAGE>

                                       9




Note 5.   Consolidating Financial Data

          Centennial Cellular Operating Co. LLC is a wholly-owned  subsidiary of
          the  Company  and is a joint and  several  co-issuer  on the  $370,000
          senior  subordinated  notes issued by the Company.  Separate financial
          statements  and  other  disclosures   concerning  Centennial  Cellular
          Operating Co. LLC are not  presented  because they are not material to
          investors.




                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                              As of August 31, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                                                       Centennial
                                                            Centennial           Centennial                             Cellular
                                                        Cellular Operating        Cellular                             Corp. and
                                                             Co. LLC                Corp.          Eliminations        Subsidiaries
                                                       --------------------      -----------     ----------------    ---------------
<S>                                                           <C>                    <C>                 <C>             <C>
ASSETS
Current assets:
           Cash and cash equivalents                          $     48,212           $    -              $     -          $  48,212

           Restricted investments                                   39,261                -                    -             39,261

           Accounts receivable - net                                48,879                -                    -             48,879

           Inventory - phones and accessories - net                  7,987                -                    -              7,987

           Prepaid expenses and other current assets                 1,701                -                    -              1,701
                                                       --------------------      -----------     ----------------    ---------------


                Total current assets                               146,040                -                    -            146,040


Property, plant & equipment - net                                  316,692                -                    -            316,692


Equity investments - cell systems                                   76,144                -                    -             76,144


Debt issuance costs - net                                           56,731                -                    -             56,731


Cellular telephone licenses - net                                  201,171                -                    -            201,171


Personal communications services licenses - net                     58,474                -                    -             58,474


Goodwill  - net                                                    119,798                -                    -            119,798


Intercompany                                                             -            2,128               (2,128)                 -


Other assets - net                                                (170,601)         180,000                    -              9,399
                                                       --------------------      -----------     ----------------    ---------------

           Total                                              $    804,449         $182,128            $  (2,128)      $    984,449
                                                       ====================      ===========     ================    ===============
</TABLE>

                                       10
<PAGE>
Note 5 - Continued

                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                              As of August 31, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>


                                                                                                                     Centennial
                                                       Centennial          Centennial                                 Cellular
                                                   Cellular Operating       Cellular                                 Corp. and
                                                        Co. LLC                Corp.           Eliminations         Subsidiaries
                                                  -------------------     ---------------   -----------------    -----------------

<S>                                                     <C>                     <C>            <C>                  <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY
Current liabilities:
      Current Portion of long term debt                   $    4,500              $    -            $       -           $   4,500
      Accounts payable                                        24,279                   -                                   24,279
      Accrued expenses and other
         current liabilities                                  76,194                 218                    -              76,412
     Payable to affiliates                                       125                   -                    -                 125
                                                  -------------------     ---------------   ------------------   -----------------

      Total current liabilities                              105,098                 218                    -             105,316



Long-term debt                                             1,309,832             165,070                    -           1,474,902


Intercompany                                                   2,128                   -               (2,128)                  -


 Common stockholders' equity (deficit):
      Class A Common stock                                       296                  16                    -                 312
      Common stock issuable                                    1,530                   -                    -               1,530
      Additional paid-in capital                             396,890              22,484                    -             419,374
      Accumulated deficit                                 (1,010,248)             (5,660)                   -          (1,015,908)
                                                  -------------------     ---------------   ------------------   -----------------
                                                            (611,532)             16,840                    -            (594,692)


      Less: treasury shares                                   (1,077)                  -                    -              (1,077)
                                                  -------------------     ---------------   ------------------   -----------------
      Total common stockholders' equity (deficit)           (612,609)             16,840                    -            (595,769)
                                                  -------------------     ---------------   ------------------   -----------------

      Total                                             $    804,449           $ 182,128            $  (2,128)         $  984,449
                                                  ===================     ===============   ==================   =================

</TABLE>

                                       11
<PAGE>
Note 5 - Continued


              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE THREE MONTHS ENDED AUGUST 31, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>


                                                                                                               Centennial
                                                                   Centennial           Centennial              Cellular
                                                               Cellular Operating        Cellular              Corp. and
                                                                    Co. LLC                Corp.              Subsidiaries
                                                              ---------------------  ------------------  -----------------------

<S>                                                                  <C>                      <C>                <C>
Revenue                                                              $     117,272            $      -           $      117,272

Costs and expenses:
          Cost of equipment sold                                             7,599                   -                    7,599
          Cost of services                                                  15,705                   -                   15,705
          Sales and Marketing                                               17,774                   -                   17,774
          General & Administrative                                          18,268                   -                   18,268
          Depreciation and amortization                                     18,984                   -                   18,984
                                                              ---------------------  ------------------  -----------------------

                                                                            78,330                   -                   78,330
                                                              ---------------------  ------------------  -----------------------

Operating income                                                            38,942                   -                   38,942
                                                              ---------------------  ------------------  -----------------------

Income from equity investments                                               3,484                   -                    3,484

Loss on disposition of assets                                                   (2)                  -                      (2)

Interest expense - net                                                     (30,274)             (5,660)                 (35,934)
                                                              ---------------------  ------------------  -----------------------

Income (loss) before income tax expense and minority interest               12,150              (5,660)                   6,490


Income tax expense                                                            (856)                  -                     (856)
                                                              ---------------------  ------------------  -----------------------

Income (loss) before minority interest                                      11,294              (5,660)                   5,634


Minority interest in loss
          of subsidiaries                                                       45                   -                       45
                                                              ---------------------  ------------------  -----------------------

Net Income (Loss)                                                    $      11,339        $     (5,660)           $       5,679
                                                              =====================  ==================  =======================
</TABLE>
                                       12

<PAGE>


Note 5 - Continued


              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Three Months Ended August 31, 1999
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                                                        Centennial
                                                                    Centennial         Centennial                        Cellular
                                                                Cellular Operating      Cellular                        Corp. and
                                                                      Co. LLC            Corp.        Eliminations     Subsidiaries
                                                               ------------------   -------------  ---------------   ---------------
OPERATING ACTIVITIES:
<S>                                                              <C>                 <C>            <C>                 <C>

     Cash received from subscribers and others                 $        123,549    $          -    $           -    $      123,549
     Cash paid to suppliers, employees and
        governmental agencies                                           (70,526)                                           (70,526)
     Interest paid                                                      (46,112)        (13,195)               -           (59,307)
                                                                 ----------------   -------------  ---------------   ---------------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               6,911         (13,195)               -            (6,284)
                                                                 ----------------   -------------  ---------------   ---------------

INVESTING ACTIVITIES:

     Proceeds from disposition of assets                                      3               -                -                 3
     Capital expenditures                                               (32,385)              -                -           (32,385)
     Proceeds from maturity of restricted securities                     19,998               -                -            19,998
     Acquisition, net of cash acquired                                   (1,968)              -                -            (1,968)
     Distributions received from equity investments                       2,835               -                -             2,835
                                                                 ----------------   -------------  ---------------     -------------
        NET CASH USED IN INVESTING ACTIVITIES                           (11,517)              -                -           (11,517)
                                                                 ----------------   -------------  ---------------     -------------

FINANCING ACTIVITIES:

     Proceeds from the issuance of long-term debt                        10,100           6,070                -            16,170
     Repayment of long-term debt                                         (1,125)              -                -            (1,125)
     Debt issuance costs paid                                              (173)              -                -              (173)
     Cash advances to affiliates (from parent)                           (7,125)          7,125                -                 -
                                                                 ------------------   -------------  ---------------   -------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                         1,677          13,195                -            14,872
                                                                -------------------   -------------  ---------------   -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                (2,929)              -                -            (2,929)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           51,141               -                -            51,141

                                                                 ------------------   -------------  ---------------   -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                       $         48,212      $        -     $          -      $     48,212
                                                                 ==================   =============  ===============   =============
</TABLE>

                                       13
<PAGE>

Note 5 - Continued

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Three Months Ended August 31, 1999
                                   (CONTINUED)
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                                                                     Centennial
                                                                Centennial         Centennial                           Cellular
                                                            Cellular Operating      Cellular                           Corp. and
                                                                  Co. LLC             Corp.         Eliminations      Subsidiaries
                                                              ----------------    --------------    --------------   ---------------
   <S>                                                       <C>                <C>               <C>              <C>
   RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
       PROVIDED BY (USED IN) OPERATING ACTIVITIES:

       Net income (loss)                                    $          11,339   $       (5,660)   $             -  $          5,679
                                                              ----------------    --------------    --------------   ---------------

   Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:

       Depreciation and amortization                                   18,422               562                 -            18,984
       Minority interest in loss of subsidiaries                          (45)                -                 -               (45)
       Deferred income taxes                                             (320)                -                 -              (320)
       Equity in undistributed earnings of investee companies          (3,484)                -                 -            (3,484)
       Loss on disposition of assets                                        2                 -                 -                 2
       Other                                                            1,748                 -                 -             1,748
       Change in assets and liabilities net of effects of
          acquisitions:
            Accounts receivable - (increase)                           (3,075)                -                 -            (3,075)
            Prepaid expenses and other current assets -
               (increase)                                              (1,431)                -                 -            (1,431)
            Accounts payable, accrued expenses and
               other current liabilities-(decrease)                   (16,377)           (8,097)                -           (24,474)
            Customer deposits and prepayments -
               increase                                                   132                 -                 -               132
                                                               ----------------    --------------    --------------   --------------

       Total adjustments                                               (4,428)           (7,535)                -           (11,963)
                                                               ----------------    --------------    --------------   --------------

   Net cash provided by (used in) operating activities       $          6,911   $       (13,195)   $            -    $       (6,284)
                                                               ================    ==============    ==============   ==============
</TABLE>

                                       14
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 1999, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

Results of Operations (Amounts in thousands, except subscriber and share data)

Overview

The Company's  results for the three months ended August 31, 1999 reflect strong
growth in the  subscriber  base in both the Company's  Domestic  Operations  and
Puerto Rico Operations.  The Company's  wireless  subscribers at August 31, 1999
were 486,300 as compared to 354,100 at August 31, 1998,  an increase of 37%. The
Company  reported  net  income of $5,679  or $0.18 per basic and  diluted  share
during the three months ended August 31, 1999 as compared to $5,655 or $0.03 per
share during the three months ended August 31, 1998. The table below  summarizes
results of operations for each period:

                                   Three Months Ended
                                    8/31/99   8/31/98  % Change
                                   --------- --------- --------
EBITDA (1)                         $ 57,926   $ 38,635     50%
Operating income                   $ 38,942   $  6,831    470%
Net income                         $  5,679   $  5,655      0%
Earnings per common share-
Basic and Diluted                     $0.18      $0.03    500%

(1) Earnings before interest, taxes, depreciation,  amortization,  extraordinary
items,  income from equity  investments,  gain (loss) on  disposition of assets,
allocations   to   minority   interests   in   consolidated   subsidiaries   and
recapitalization  costs  ("EBITDA")  is  presented  because  it  is a  financial
indicator used in the telecommunications industry. Our calculation of EBITDA may
or may not be consistent  with the  calculation of EBITDA by other companies and
should  not  be  viewed  as an  alternative  to  generally  accepted  accounting
principles  (GAAP)  measurements  such as operating  income,  net income or cash
flows from operations.

                                       15

<PAGE>

Domestic Operations

Revenue
                                     Three Months Ended
                                      8/31/99    8/31/98   % Change
                                     ---------  ---------  --------
Service revenue                       $ 69,409  $ 52,964       31%
Equipment sales                          3,110       938      232%
                                      --------  --------
Total revenue                         $ 72,519  $ 53,902       35%
                                      ========  ========

Total Domestic service  revenue,  excluding  roaming usage,  increased $5,744 to
$41,391 representing a 16% increase from the three months ended August 31, 1998,
primarily due to an increase in  subscribers  of $9,458,  partially  offset by a
decrease in retail  revenue per  subscriber  of $3,714.  The  decrease in retail
revenue per  subscriber  was  primarily due to the rollout of digital plans that
include a larger  amount of  included  plan  minutes as  compared to analog rate
plans. Domestic roamer usage increased to $28,018 or 62% over roamer revenues of
$17,317 for the three months ended August 31, 1998, primarily due to an increase
in usage of $12,996  partially  offset by a  decrease  in the rate per minute of
$2,295.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was due to a larger number of telephone  and  accessory  units sold
during the current year and digital phone pricing.

Domestic had  approximately  341,200 and 268,200  subscribers at August 31, 1999
and 1998, respectively. Increases from new activations of 143,000 were offset by
subscriber cancellations of 70,000. The cancellations experienced by the Company
are primarily the result of competitive factors and non-payment.

Domestic  revenue  per  subscriber  per month,  based upon an average  number of
subscribers,  was $73 for the three months ended August 31, 1999, as compared to
$68 for the three months ended August 31, 1998. The Company expects that revenue
per subscriber will be impacted by competition  and lower  reciprocal per minute
roaming rates with other wireless carriers.

                                       16

<PAGE>

Costs and expenses
                                     Three Months Ended
                                      8/31/99   8/31/98  % Change
                                     --------- --------- --------
Cost of equipment sold               $  5,555   $ 3,881     43%
Cost of services                     $  7,219   $ 6,104     18%
Sales and marketing                  $ 10,280   $ 6,048     70%
General and administrative           $ 10,715   $ 8,757     22%

EBITDA                               $ 38,750  $ 29,112     33%
Depreciation and amortization           7,973    20,755    (62%)
                                     --------  --------
Operating income                     $ 30,777  $  8,357    268%
                                     ========  ========

Cost of equipment sold increased  during the three months ended August 31, 1999,
primarily due to an increase in the number of telephone units sold.

Cost of  services  increased  during the three  months  ended  August 31,  1999,
primarily  due to the  variable  costs  associated  with a  larger  revenue  and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Company's network.

Sales and marketing  expenses increased during the three months ended August 31,
1999, primarily due to the increase in gross subscriber additions.

General and  administrative  expenses  increased  during the three  months ended
August 31,  1999,  primarily  due to  increased  costs to support the  expanding
subscriber base.

EBITDA for the  Domestic  Operations  for the three months ended August 31, 1999
was $38,750, an increase of $9,638 or 33% over the three months ended August 31,
1998.

The Company anticipates  continued increases in the cost of services,  sales and
marketing and general and administrative  expenses as the growth of its existing
business  continues.  In  addition,  the  Company  expects  that  the  continued
development of its markets will contribute to a continued  increase in the level
of expenses.

Depreciation  and  amortization  for the three  months ended August 31, 1999 was
$7,973,  a decrease  of $12,782 or 62% over the three  months  ended  August 31,
1998.  The  decrease  was the result of the effect of the Company  prospectively
changing the  amortization  period for its cellular  telephone  licenses and the
difference  between the cost of its equity  investments  and the underlying book
value of such investments from ten years to forty years effective March 1, 1999.
The Company changed such amortization  periods to better reflect the period over
which the economic benefits of the cellular licenses and equity  investments are
expected to be realized.  The effect of such changes in amortization periods was
a reduction in amortization expense of $11,891 for the three months ended August
31, 1999. The effect of this change in amortization  periods (net of the related
tax effect) was to increase  earnings per  share-basic  and diluted by $0.33 and

                                       17
<PAGE>

$0.32,  respectively.  Prior to the  change  in  amortization  periods,  certain
cellular  licenses  became fully  amortized  during the year ended May 31, 1999,
which also contributed to the decrease in depreciation and amortization.

Operating  income for the three months  ended  August 31, 1999 was  $30,777,  an
increase of $22,420  from the  operating  income of $8,357 for the three  months
ended August 31, 1998.

Puerto Rico Operations

Revenue
                                      Three Months Ended
                                      8/31/99   8/31/98  % Change
                                     --------- --------- --------
Service revenue                      $ 43,546  $ 23,227      87%
Equipment sales                         1,207       317     281%
                                     --------  --------
Total revenue                        $ 44,753  $ 23,544      90%
                                     ========  ========

Total PCS Wireless  service revenue  increased  $15,720 or 77% to $36,088.  This
increase reflects PCS Wireless subscriber growth of $16,599, partially offset by
lower subscriber  pricing of $879.  Total Wireline service revenue  increased by
$4,599 to $7,458.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was  primarily due to increased  phone sales to pre-paid  customers
during the current year.

PCS  Wireless  subscribers  at August 31, 1999 were  approximately  145,100,  an
increase of 69% from the 85,900  subscribers at August 31, 1998.  Increases from
new  activations of 106,500 were offset by subscriber  cancellations  of 47,300.
The  cancellations  experienced  by the  Company  are  primarily  the  result of
competitive factors and non-payment.

PCS Wireless  revenue per subscriber per month,  based upon an average number of
subscribers,  was $88 for the three months  ended August 31, 1999 and 1998.  The
Company expects that revenue per subscriber will be impacted by competition.

Costs and expenses
                                      Three Months Ended
                                      8/31/99    8/31/98    % Change
                                     ---------  ---------   --------
Cost of equipment sold               $  2,044    $   652       213%
Cost of services                     $  8,486    $ 4,278        98%
Sales and marketing                  $  7,494    $ 4,983        50%
General and administrative           $  7,553    $ 4,108        84%

EBITDA                               $ 19,176      9,523       101%
Depreciation and amortization          11,011     11,049         0%
                                     --------    -------
Operating income (loss)              $  8,165    $(1,526)       N/A
                                     ========    =======

                                       18
<PAGE>

Cost of equipment sold increased  during the three months ended August 31, 1999,
primarily due to an increase in sales of handsets to new prepaid subscribers and
increased sales of accessories.

Cost of  services  increased  during the three  months  ended  August 31,  1999,
primarily  due to the  variable  costs  associated  with a  larger  revenue  and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Company's network.

Sales and marketing  expenses increased during the three months ended August 31,
1999, primarily due to the increase in gross subscriber additions.

General and  administrative  expenses  increased  during the three  months ended
August 31,  1999,  primarily  due to  increased  costs to support the  expanding
subscriber base.

EBITDA for the Puerto Rico Operations for the three months ended August 31, 1999
was  $19,176,  an increase of $9,653 or 101% over the three  months ended August
31, 1998.

The Company anticipates  continued increases in the cost of services,  sales and
marketing and general and administrative  expenses as the growth of its existing
business continues.  In addition,  the Company expects that its participation in
the Puerto  Rico  telecommunications  business  will  contribute  to a continued
increase in the level of expenses.

Depreciation  and  amortization  for the three  months ended August 31, 1999 was
$11,011,  a decrease of $38 or less than 1% over the three  months  ended August
31, 1998. The decrease results from PCS phones becoming fully depreciated.  This
was partially offset by depreciation related to capital expenditures made during
fiscal 2000 and 1999 in connection with the development and network expansion of
the  Company's  wireless  telephone  systems  and the  purchase of PCS phones in
Puerto Rico.

Operating  income for the three  months  ended  August 31, 1999 was  $8,165,  an
increase of $9,691 from the loss of $1,526 for the three months ended August 31,
1998.

Consolidated

Other non-operating expenses

The gain on  disposition of assets during the three months ended August 31, 1998
is primarily the result of the Company's sale of its investment  interest in the
wireless telephone system serving the Coconino, Arizona RSA.

Net interest  expense was $35,934 for the three months ended August 31, 1999, an
increase of $24,803 or 223% from the three months  ended August 31, 1998.  Gross
interest  costs for the three months ended August 31, 1999 and 1998 were $37,560
and $11,479, respectively. The increase in interest expense reflects an increase

                                       19
<PAGE>

in total debt of $979,402  from August 31, 1998.  On January 7, 1999 the Company
utilized  a portion  of these  additional  borrowings  to repay  existing  debt,
including the early  extinguishment of 99.5% of its Senior Notes due in 2001 and
2004. The increase in long-term debt is also the result of additional borrowings
related  to the  recapitalization  of the  Company,  working  capital  needs and
capital expenditures related to the expansion of Centennial de Puerto Rico's PCS
network  infrastructure  and the  purchase of PCS  telephones.  The average debt
outstanding  during the three months ended  August 31, 1999 was  $1,469,443,  an
increase of $967,813  as compared to the average  debt level of $501,630  during
the three months ended August 31, 1998. The Company's  weighted average interest
rate increased to 10.2% for the three months ended August 31, 1999 from 9.2% for
the three months ended August 31, 1998.

After loss  attributable  to minority  interests in  subsidiaries  for the three
months ended August 31, 1999,  pretax income was $6,535, as compared to a pretax
income of $8,663 for the three  months  ended  August 31,  1998.  The income tax
expense was $856 for the three  months  ended  August 31,  1999,  as compared to
income tax expense of $3,008 for the three months  ended  August 31,  1998.

These factors resulted in net income of $5,679 for the three months ended August
31, 1999,  which represents an increase of $24 from the net income of $5,655 for
the three months ended August 31, 1998.


Liquidity and Capital Resources

For the three months ended August 31, 1999,  earnings  exceeded fixed charges by
$5,030.  Fixed charges consist of interest  expense,  including  amortization of
debt  issuance  costs and the  portion  of rents  deemed  representative  of the
interest portion of leases.  The amount by which earnings exceeded fixed charges
reflects non-cash charges of $18,984 relating to depreciation and amortization.

As of August 31, 1999, the Company had $316,692 of property, plant and equipment
(net) placed in service.  During the three  months  ended  August 31, 1999,  the
Company made capital  expenditures of $32,385,  to continue the  construction of
its  Centennial  de Puerto Rico systems and its  Domestic  systems to expand the
coverage  areas of  existing  properties  and to upgrade its cell sites and call
switching  equipment.  Capital  expenditures  for Centennial de Puerto Rico were
$21,700 for the three  months ended  August 31,  1999,  representing  67% of the
Company's  total  capital  expenditures.  Centennial  de Puerto  Rico's  capital
expenditures  included  $19,832 to add capacity and services and to continue the
expansion of the  Company's  PCS network  infrastructure  and $1,868 to purchase
telephone  units  which  remain  the  property  of the  Company  while in use by
subscribers. The Company's future commitments for property and equipment include
the addition of cell sites to expand  coverage and  enhancements to the existing
infrastructure  of its  wireless  telephone  systems.  Through the  remainder of


                                       20
<PAGE>

fiscal year 2000, the Company anticipates  capital  expenditures in its Domestic
systems of approximately  $24,300. The Company currently estimates that the cost
to continue the expansion of its Puerto Rico network infrastructure and purchase
telephone  units  through  fiscal 2000 will be  approximately  $58,300.  Amounts
required to finance the  Company's  capital  expenditures  are  expected to come
primarily  from cash flow generated from  operations  with the remainder  coming
from borrowings under the Company's  existing  revolving  credit  facility.  The
Company  may seek  various  sources of  external  financing  including,  but not
limited to, bank financing,  joint ventures,  partnerships and placement of debt
or equity securities of the Company.

In order to meet its obligations  with respect to its operating  needs,  capital
expenditures,  and debt service  obligations,  it is important  that the Company
continue to improve operating cash flow.  Increases in revenue will be dependent
upon continuing  growth in the number of subscribers and maximizing  revenue per
subscriber.  The  Company  has  continued  the  development  of its  managerial,
administrative  and marketing  functions,  and is continuing the construction of
wireless  systems in its  existing  and  recently  acquired  markets in order to
achieve these  objectives.  There is no assurance  that growth in subscribers or
revenue will occur. In addition, the Company's  participation in the Puerto Rico
telecommunications business has been, and is expected to continue to be, capital
intensive.

The following table sets forth (in thousands),  for the periods  indicated,  the
Company's net cash (used in) provided by operating  activities  before  interest
payments (net cash provided),  the Company's principal uses of such cash and the
cash (required from) available for financing and investing activities:

<TABLE>
<CAPTION>

                                                                   Three Months Ended August 31,
                                                                   -----------------------------
                                                                   1999                   1998
                                                                   ----                   ----
                                                                      % of net               % of net
                                                                        cash                    cash
                                                             Amount    provided     Amount    provided
                                                            -------   ---------     ------    --------
<S>                                                        <C>          <C>       <C>            <C>
Net  cash  (used  in)   provided  by
     operating activities                                  $ (6,284)     (12)%     $31,544        91%
Interest paid                                                59,307      112 %       2,954         9%
                                                           --------      -----     -------       ----
Net cash provided                                          $ 53,023      100 %     $34,498       100%
                                                           ========      =====     =======       ====
Principal uses of cash
Interest paid                                              $ 59,307      112 %     $ 2,954         9%
Property, plant & equipment                                  32,385       61 %      20,354        59%
                                                           --------      -----     -------       ----
Total                                                      $ 91,692      173 %     $23,308        68%
                                                           ========      =====     =======       ====
Cash (required from)  available for other
     financing and investing activities                   $ (38,669)     (73)%     $11,190        32%
                                                          =========      =====     =======       ====
</TABLE>


Net cash used in operating activities for the three months ended August 31, 1999
was not sufficient to fund the Company's  expenditures  for property,  plant and
equipment of $32,385.

                                       21
<PAGE>

The  following  table sets forth the  primary  cash flows  provided by (used in)
other financing and investing activities for the periods indicated:

<TABLE>
<CAPTION>

                                                                   Three Months Ended August 31,
                                                                   ----------------------------
                                                                     1999                1998
                                                                     ----                ----
<S>                                                              <C>                  <C>
Proceeds from disposition of assets                              $       3            $     -
Proceeds from issuance of class A common stock                           -                 10

Proceeds from issuance of long-term debt                            16,170                  -
Proceeds from maturity of restricted securities                     19,998                  -

Disposition of equity investment                                         -             13,500
Distributions received from equity investments-net                   2,835              3,675
                                                                 ---------            -------
Cash available                                                      39,006             17,185
                                                                 ---------            -------

Acquisition of other assets                                              -             (2,200)
Repayment of long-term debt                                         (1,125)           (10,000)
Debt issuance costs paid                                              (173)                 -
Recapitalization costs paid                                              -             (1,410)
Acquisition, net of cash acquired                                   (1,968)                 -
                                                                 ---------           --------
Cash available for operations and capital expenditures           $  35,740           $  3,575
                                                                 =========           ========

</TABLE>


Based upon current market  conditions  and its current  capital  structure,  the
Company  believes  that cash flows  from  operations  and funds  from  currently
available  credit  facilities  will be  sufficient to enable the Company to meet
required cash commitments through the next twelve month period.

Acquisitions, Exchanges and Dispositions

The Company's primary acquisition  strategy is to acquire controlling  ownership
interests in wireless  systems  serving  markets  contiguous or proximate to its
current markets. The Company's strategy of clustering its wireless operations in
contiguous and proximate  geographic  areas enables it to achieve  operating and
cost  efficiencies  as  well  as  joint  advertising  and  marketing   benefits.
Clustering  also  allows  the  Company  to offer its  subscribers  more areas of
uninterrupted  service as they  travel.  In addition to  expanding  its existing
clusters,  the Company also may seek to acquire interests in wireless systems in
other  geographic  areas.  The  Company  also may  pursue  other  communications
businesses   related  to  its  wireless   telephone  and  other  mobile  service
operations,  as well as other  communications  businesses  it  determines  to be
desirable.  The  consideration  for such  acquisitions  may consist of shares of
stock, cash, assumption of liabilities, or a combination thereof.

                                       22
<PAGE>

On June 28, 1999,  the Company  entered into an agreement to acquire 100% of the
ownership  interests  in a  partnership  owning the  wireless  telephone  system
serving the Allegan,  Michigan RSA. The Allegan market represents  approximately
100,000 net pops.  The Company has agreed to a purchase  price of  approximately
$34,000 in cash and stock, subject to adjustment.  The obligation of the Company
to  consummate  this  transaction  is  subject to  certain  closing  conditions,
including the relevant regulatory approvals.  The Company anticipates completing
this transaction in October 1999.

Commitments and Contingencies

The Year  2000  issue is the  result of many  computer  programs  being  written
abbreviating  dates by using two  digits  rather  than  four  digits in the year
field. As a result, unless corrected, a computer program that has date sensitive
software  may  recognize a date using "00" in the year field as 1900 rather than
the year  2000.  This  could  result  in  system  failures  and  errors  causing
disruptions  to various  aspects of our business,  including  computer  systems,
voice and data networks and building infrastructures.

The Company  began a review of its  computer  systems  and  related  software in
fiscal 1998 to identify  systems and software which might  malfunction  due to a
misidentification  of the year 2000. A committee consisting of members of senior
management  from  various  disciplines  was formed and is meeting  regularly  to
discuss  the  steps to be  taken,  and the  results  of  steps  that  have  been
completed,  to deal with any potential  Year 2000 issues.  The Company's plan to
address  the  Year  2000  issue  consists  of six  phases:  (i)  Awareness  (ii)
Assessment  (iii)   Remediation  (iv)  Testing  (v)   Implementation   and  (vi)
Contingency Planning.

For the  Company's  internal  computer  systems  and  software,  the  awareness,
assessment,remediation, testing and implementation phases have been completed.

Most of the Company's customer-related computer systems and databases, including
its  billing   systems,   are  managed  by  third  parties   under   contractual
arrangements.  We have taken an active role in monitoring  the progress of these
third parties, including selective Year 2000 compliance testing. The Company has
been  informed  by these third  parties  that their  remediation  efforts are in
various stages with final completion anticipated in October 1999.

For the local equipment used in the  transmission  and reception of all signals,
the  Company  completed  the  awareness  and  assessment  phases  in  1998.  Any
remediation  efforts  that were  necessary  have  since been  completed  and the
Company believes this local equipment is Year 2000 compliant.

The  Company's  systems are  interconnected  with  various  networks and systems
operated  by  third  parties,   including  landline   communications   networks,
long-distance networks, the networks of other wireless service providers as well
as public utilities. The operators of these networks and systems are responsible
for  addressing  the Year 2000 issue in their own  systems.  The  ability of the

                                       23

<PAGE>

Company's systems to operate, including the ability to provide wireless service,
is  dependent  upon these  third  party  networks  and  systems  being Year 2000
compliant.  We have  requested  information  from  these  vendors  in  order  to
determine to what extent we may be exposed to their failure to correct their own
year 2000  problems.  While many of these third  parties  have  indicated to the
Company that they are or anticipate  being Year 2000 compliant prior to December
31, 1999, the Company cannot assure that these third parties will have taken the
necessary corrective actions prior to the year 2000.

We currently  believe that the Company's worst case scenario with respect to the
Year 2000 may involve the interruption of telecommunications or public utilities
services and/or interruption of customer billing. Either or both of these events
could have a material  adverse  effect on the Company's  financial  condition or
results of operations.

The Company has contingency plans in place for maintaining and restoring service
in  the  event  of  a  natural  disaster,   power  failure  or  software-related
interruption  of  service,  and is  working to utilize  this  experience  in the
development and implementation of its Year 2000 contingency plans. The Company's
Year 2000  contingency  plans will consist of the following:  identifying  teams
that will be on site at the  network  operating  centers at the time of the date
change to monitor the  networks  and critical  systems to react  immediately  to
commence repairs;  developing alternate plans for critical work processes in the
event these processes experience Year 2000 disruptions; and developing alternate
processes  to  support  critical  customer  functions  in the  event  mechanized
processes experience Year 2000 disruptions. The Company anticipates having these
Year 2000 contingency plans in place before December 31, 1999.

The amounts expended to date by the Company related to Year 2000 compliance have
not been  material  and have been  expensed as  incurred.  The Company  does not
anticipate  that future amounts to be expended  related to Year 2000  compliance
will be material or have an adverse effect on the Company's  financial condition
or results of operations.


                                       24


<PAGE>


                                    * * * * *
             CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
       PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report  contains or incorporates  by reference  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such  forward-looking  statement,  the Company cautions that
assumed  facts  or  bases  almost  always  vary  from  actual  results,  and the
differences  between  assumed facts or bases and actual  results can be material
depending upon the circumstances.  Where, in any forward-looking  statement, the
Company  or its  management  expresses  an  expectation  or  belief as to future
results,  there can be no assurance  that the statement of expectation or belief
will result or be  achieved  or  accomplished.  The words  "believe",  "expect",
"estimate",   "anticipate",  "project"  and  similar  expressions  may  identify
forward-looking statements.

Taking into account the  foregoing,  the following  are  identified as important
factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  in any  forward-looking  statement  made by,  or on  behalf  of,  the
Company:  the  Company's  net  losses  and  stockholders'  equity;  the  capital
intensity of the wireless  telephone  business and the Company's debt structure;
the competitive nature of the wireless telephone industry;  regulation;  changes
and developments in technology; subscriber cancellations;  restrictive covenants
and consequences of default contained in the Company's  financing  arrangements;
control by certain of the Company's  stockholders and anti-takeover  provisions;
the Company's  opportunities  for growth through  acquisitions  and investments;
operating  hazards and uninsured  risks;  refinancing and interest rate exposure
risks;  potential  for  changes  in  accounting  standards;  and  capital  calls
associated with the Company's Investment  Interests.  A more detailed discussion
of each of the foregoing  factors can be found in the Company's Annual Report on
Form 10-K for the Fiscal Year ended May 31,  1999 under the heading  "CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995" in Item 7 of such Form 10-K. Other factors may be
detailed  from time to time in the  Company's  filings with the SEC. The Company
assumes no obligation to update its  forward-looking  statements or to advise of
changes in the assumptions and factors on which they are based.

                                       25


<PAGE>

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is subject to market risks due to  fluctuations in interest rates. A
majority of the  Company's  long-term  debt has  variable  interest  rates.  The
Company  utilizes  interest rate swap and collar  agreements  to hedge  variable
interest  rate risk on a portion of its variable  interest  rate debt as part of
its interest rate risk management program.

The table below  presents  principal (or notional)  amounts and related  average
interest rate by year of maturity for the Company's  long-term debt and interest
rate swap and collar  agreements.  Weighted  average variable rates are based on
implied  forward  rates in the  yield  curve as of  August  31,  1999  (based on
information provided by one of the Company's lending institutions):

Amounts in thousands:

<TABLE>
<CAPTION>

                                               Year ended August 31,
                                 2000       2001        2002       2003       2004   There-after    Total    Fair value
                              -------------------------------------------------------------------------------------------
<S>                           <C>          <C>        <C>        <C>         <C>       <C>         <C>        <C>
Long-term debt:
  Fixed rate                         -           -    $ 1,388          -           -   $535,289    $536,677   $551,477
  Average interest rate              -           -      8.88%          -           -     10.52%      10.52%          -
  Variable rate                $ 4,500     $ 4,500    $38,250    $66,375     $88,875   $740,225    $942,725   $942,725
  Average interest rate (1)      6.04%       6.73%      7.00%      7.12%       7.25%      7.41%       7.35%          -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount             $350,000    $350,000   $150,000          -           -          -           -    $ 9,403
  Average pay rate               5.40%       5.40%      5.38%          -           -          -           -          -
  Average receive rate           6.04%       6.73%      7.00%          -           -          -           -          -
Interest rate collar:
  Notional amount             $100,000    $100,000   $100,000   $100,000           -          -           -    $ 1,993
  Cap                            7.00%       7.00%      7.00%      7.00%           -          -           -          -
  Floor                          4.45%       4.45%      4.45%      4.45%           -          -           -          -

(1) Represents the average interest rate before applicable margin

</TABLE>

                                       26


<PAGE>

PART II - OTHER INFORMATION

ITEM 1.   Legal Proceedings

          There are no material pending legal  proceedings,  other than ordinary
          routine litigation incidental to the business, to which the Company or
          any of its  subsidiaries  is a party or of which any of their property
          is the subject.

ITEM 2.  Changes in Securities

                  None

ITEM 3.  Defaults Upon Senior Securities

                  None

ITEM 4.  Submission of Matters to a Vote of Security Holders

                  None

ITEM 5.  Other Information

                  None

ITEM 6.  Exhibits and Report on Form 8-K

         Each exhibit identified below is filed as a part of this report.

a)       Exhibits

          Exhibit No.                    Description
          -----------                    -----------

          Exhibit 27       Financial data schedule (EDGAR filing document only)


b)       Reports on Form 8-K

         Form 8-K dated July 14,  1999,  relating  to the press  release of the
         Company issued on July 13, 1999 announcing its earnings for the fiscal
         year ended May 31, 1999


                                       27

<PAGE>

                                   SIGNATURES



          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
          the  Registrant has duly caused this report to be signed on its behalf
          by the undersigned thereunto duly authorized.




October 8, 1999



                                                CENTENNIAL CELLULAR CORP.


                                                /S/
                                                --------------------
                                                Peter W. Chehayl
                                                Chief Financial Officer,
                                                Sr. Vice President and Treasurer
                                               (Chief Financial Officer)



                                                /S/
                                                --------------------
                                                Thomas E. Bucks
                                                Sr. Vice President-Controller
                                               (Chief Accounting Officer)


                                       28